Business Combinations | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations | ' |
Business Combinations | ' |
Note 8 — Business Combinations |
|
2013 Acquisition - FSSI |
|
On March 11, 2013, the Company’s subsidiary, Primoris Energy Services (“PES”), purchased the assets of Force Specialty Services Inc. (“FSSI”) which specializes in turn-around work at refineries and chemical plants in the Gulf Coast area. Based in the greater Houston, Texas area, FSSI’s location provides a presence and convenient access to refineries in south Texas, the Houston ship channel and Louisiana. |
|
The fair value of the consideration for the acquisition was $2,377. Consideration consisted of cash totaling $1,675, of which $1,025 was paid at closing and $650 was paid in the second quarter 2013. The agreement provides for three future potential payments, contingent upon FSSI meeting certain operating performance targets for the remainder of calendar year 2013 and calendar years 2014 and 2015. |
|
The contingent consideration is as follows: (1) $500 in cash for the achievement of pretax income of at least $553 for the remainder of the year ending December 31, 2013; (2) a payment of $500 in cash if pretax income for the year 2014 is at least $2,502; and (3), a payment of $500 in cash if pretax income for the year 2015 is at least $4,227. The estimated fair value of the potential contingent consideration on the acquisition date was $702 and at September 30, 2013 was $741. |
|
The purchase agreement also included a provision that PES make an up-front payment of $1,000 for a five-year employment, non-competition and non-solicitation agreement with a key employee. If the employee terminates his employment or violates the agreement prior to the end of the five-year period, he is required to repay the unamortized amount of the $1,000 payment. This agreement has been accounted for as a prepaid asset and is being amortized equally over the five-year period. |
|
At closing the Company received $302 in small tools inventory, $448 in property, plant and equipment, and recorded accounts payable of $1,060. |
|
The acquisition was accounted for using the acquisition method of accounting. The assets acquired and liabilities assumed were measured at their estimated fair value at the acquisition date Since its March 11, 2013 acquisition date, FSSI contributed revenues of $670 and $4,143 and gross profit of $14 and $325, for the three and nine months ended September 30, 2013, respectively. |
|
During the second quarter 2013, the Company finalized its estimates of the fair value of the contingent consideration, intangible assets and goodwill for the acquisition. The final revision resulted in a change from the estimated values recorded at March 31, 2013, including a decrease in the fair value of the contingent consideration of $136, increases in intangible assets of $800 and a decrease of $936 for goodwill |
|
The customer relationships were valued at $950 utilizing the “excess earnings method” of the income approach. The estimated discounted cash flows associated with existing customers and projects were based on historical and market participant data. Such discounted cash flows were net of fair market returns on the various tangible and intangible assets that are necessary to realize the potential cash flows. |
|
The fair value of the tradename of $550 was determined based on the “relief from royalty” method. A royalty rate was selected based on consideration of several factors, including external research of third party tradename licensing agreements and their royalty rate levels, and management estimates. The useful life was estimated at five years based on management’s expectation for continuing value of the tradename in the future. |
|
The fair value for the non-compete agreement of $100 was based on a discounted “income approach” model, including estimated financial results with and without the non-compete agreement in place. The agreement was analyzed based on the potential impact of competition that certain individuals could have on the financial results, assuming the agreement was not in place. An estimate of the probability of competition was applied and the results were compared to a similar model assuming the agreement was in place. |
|
Goodwill of $1,087 largely consists of expected benefits from the greater presence and convenient access to south Texas, the Houston ship channel and Louisiana and FSSI’s expertise in turn-around work for refineries and chemical plants. Goodwill also includes the value of the assembled workforce of the FSSI business. Based on the current tax treatment, goodwill and other intangible assets will be deductible for income tax purposes over a fifteen-year period. |
|
2012 Acquisition - Sprint Pipeline Services, L.P. |
|
The March 12, 2012 acquisition of Sprint was accounted for using the acquisition method of accounting. The fair value of the consideration totaled $28,377, which included cash payments of $21,197, Company stock valued at $980 (or 62,052 shares of restricted common stock) and contingent consideration of $6,200. |
|
The contingent consideration was as follows: if income before interest, taxes, depreciation and amortization (“EBITDA”) for 2012, as defined in the purchase agreement, was at least $7,000, we would pay $4,000 in cash to the sellers. The earnout target was achieved in 2012 and was paid in April 2013. |
|
The 2013 earnout target provides for an additional cash payment of $4,000 to the sellers if 2013 EBITDA is at least $7,750. The estimated fair value of the 2013 contingent consideration as of the acquisition date was $2,745 and at September 30, 2013 and December 31, 2012, the estimated fair value of the contingent consideration was $3,300 and $3,020, respectively. |
|
2012 Acquisition - Silva Companies |
|
The May 30, 2012 acquisition of Silva was accounted for using the acquisition method of accounting. The fair value of the consideration was $14,090. |
|
2012 Acquisition - The Saxon Group |
|
The September 28, 2012 acquisition of Saxon was accounted for using the acquisition method of accounting. The fair value of the consideration was $550 in cash, payment of a banknote for $2,429, and contingent consideration valued at $1,950 for total consideration of $4,929. |
|
The contingent consideration included an earnout where the Company would pay $2,500 to the sellers, contingent upon Saxon meeting one of the following two targets: (1) EBITDA for the fifteen month period ending December 31, 2013 of at least $4,000 or; (2) EBITDA for the twenty-one month period ending September 30, 2014 of at least $4,750. The estimated fair value of the contingent consideration on the acquisition date was $1,950. The estimated fair value of the contingent consideration was $2,269 and $2,028 at September 30, 2013 and December 31, 2012, respectively. |
|
2012 Acquisition — Q3 Contracting |
|
Using the acquisition method of accounting, the fair value of the consideration for the November 17, 2012 acquisition of Q3C totaled $56,592. At closing we made a cash payment of $48,116 and recorded a contingent earnout with a fair value of $7,448 and a liability for a future payment of $430 in Company common stock. |
|
The contingent earnout requires the Company to pay additional cash to the sellers, contingent on Q3C meeting certain EBITDA targets (as that term is defined in the stock purchase agreement). The targets are as follows: |
|
1. For the period November 18, 2012 through December 31, 2013, if EBITDA is at least $17,700, the Company will pay an additional $3,750. The payment amount increases by $1,250, to $5,000, if EBITDA exceeds $19,000. |
|
2. For calendar year 2014, if EBITDA is at least $19,000, the Company will pay an additional $3,750. The payment amount increases by $1,250, to $5,000, if EBITDA exceeds $22,000. |
|
As of the purchase date, the estimated fair value of the contingent consideration was $7,448. The fair value estimate is based on management’s evaluation of the probability of Q3C meeting the financial performance targets for the two periods, discounted at the Company’s estimated average cost of capital. The estimated fair value at September 30, 2013 and December 31, 2012 was $8,536 and $7,490, respectively (which includes the expectation that the 2013 target, item 1 above, will be met, with the fair value of $5,000 at September 30, 2013). |
|
In January 2013, we issued 29,273 shares of unregistered stock. In August 2013, we paid $598 in cash to the sellers as part of tax-related elections that were made under the terms of the purchase agreement. |
|
During the third quarter of 2013, the Company finalized its estimate of the fair value of the acquired assets and liabilities for the acquisition, resulting in no change to the initial estimate. Additionally, under the purchase agreement, the Company made a final true-up of the purchase amount during the third quarter 2013, resulting in an additional payment to the sellers of $598. This increased goodwill as of September 30, 2013, an increase in the original estimated goodwill value that had been recorded at December 31, 2012, March 31, 2013 and June 30, 2013. |
|
Summary of Cash Paid for Acquisitions for the nine months ended September 30, 2013 and 2012 |
|
The following table summarizes the cash paid for acquisitions for the nine months ended September 30, 2013 and 2012. The Q3C acquisition was made on November 17, 2012 and included a cash payment of $48,116. The Company made an additional post-closing payment to the sellers in August 2013, which is included below: |
|
| | Nine Months ended September 30, | | | | | | | |
| | 2013 | | 2012 | | | | | | | |
| | | | | | | | | | | |
Sprint — Purchased March 12, 2012 | | $ | — | | $ | 21,197 | | | | | | | |
Silva — purchased May 30, 2012 | | — | | 13,934 | | | | | | | |
Saxon — purchased September 28, 2012 | | — | | 2,979 | | | | | | | |
FSSI — purchased March 11, 2013 | | 1,675 | | — | | | | | | | |
Additional cash paid August 2013 — Q3C — purchased November 17, 2012 | | 598 | | — | | | | | | | |
| | $ | 2,273 | | $ | 38,110 | | | | | | | |
|
Supplemental Unaudited Pro Forma Information for the three and nine months ended September 30, 2013 and 2012 |
|
In accordance with ASC Topic 805 we are combining the pro forma information for the FSSI, Sprint, Silva, Saxon and Q3C acquisitions (“the Acquisitions”). The following pro forma information for the three and nine months ended September 30, 2013 and 2012 presents the combined results of operations of the Acquisitions combined, as if the Acquisitions had each occurred at the beginning of 2012. The supplemental pro forma information has been adjusted to include: |
|
· the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment, based on the purchase price allocations; |
|
· the pro forma impact of the expense associated with the amortization of the discount for the fair value of the contingent consideration for potential earnout liabilities that may be achieved in 2013 for the Sprint and FSSI acquisitions and 2013 or 2014 for the Saxon, Q3C and FSSI acquisitions; |
|
· the pro forma tax effect of both the income before income taxes and the pro forma adjustments, calculated using a tax rate of 39.0% for the three and nine months ended September 30, 2012 and the same periods in 2013; and |
|
· the pro forma increase in weighted average shares outstanding including 62,052 unregistered shares of common stock issued as part of the Sprint acquisition and 29,273 shares of unregistered common stock issued as part of the Q3C acquisition. |
|
The pro forma results are presented for illustrative purposes only and are not necessarily indicative of, or intended to represent, the results that would have been achieved had the Acquisitions been completed on January 1, 2012. For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that the Company might have achieved with respect to the combined companies. |
|
| | Three months | | Nine months | |
ended September 30, | ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 | |
| | | | | | | | | |
Revenues | | 551,333 | | 476,570 | | 1,409,140 | | 1,192,167 | |
Income before provision for income taxes | | 37,268 | | 31,967 | | 79,283 | | 65,395 | |
Net income attributable to Primoris | | 21,845 | | 19,379 | | 47,109 | | 39,848 | |
| | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | |
Basic | | 51,568 | | 51,427 | | 51,530 | | 51,433 | |
Diluted | | 51,671 | | 51,433 | | 51,594 | | 51,448 | |
| | | | | | | | | |
Earnings per share: | | | | | | | | | |
Basic | | $ | 0.42 | | $ | 0.38 | | $ | 0.91 | | $ | 0.77 | |
Diluted | | $ | 0.42 | | $ | 0.38 | | $ | 0.91 | | $ | 0.77 | |
|